The long term objective of this project is to develop easily implemented multimodal interventions that can positively influence cognition, brain function, and well being of older adults. Two previously funded NIA studies conducted by our research team demonstrated the cognitive benefits of a novel, short-term intervention for older adults. Those studies consisted of four-week courses in the techniques used by professional actors to create lifelike characters, and resulted in gains on measures of recall, prose comprehension/memory, word generation, and problem-solving ability. In the first study, the participants were community-dwelling seniors. Improvements were measured against both no-treatment controls and alternative-treatment controls (art appreciation). The second study extended the findings to a far more at-risk population: adults who were almost a full decade older, less well educated, and who no longer lived in their own homes but in low income, continuing care facilities that were rarely able to offer specialized programs of mental stimulation. Once again, the benefits were demonstrated against no-treatment controls and an alternate intervention (musical performance). In the proposed present project we will substantially extend this research by investigating not just behavioral measures of improved cognition but also by examining changes in brain function and structure which result from acting instruction, as indexed by magnetic resonance imaging and functional magnetic resonance imaging. We will also extend our examination of the aspects of perception and cognition, with both laboratory tests and tests of everyday cognition, that are influenced by the acting intervention. We will also include control conditions that will enable us to discern the important mechanisms which underlie the benefits of our intervention on cognition and brain. Finally, we will examine whether changes in cognition and well- being attributed to the acting intervention persist over time.